exv10w5






Exhibit 10.5




FIRST AMENDMENT TO LEASE AGREEMENT




     THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this
30 day of May, 2008 (the “Execution Date”), by and between BMR-9920 BELWARD CAMPUS Q LLC, a
Rhode Island limited liability company (“Landlord,” f.k.a. GP Rock One, L.L.C.), and
NOVAVAX, INC., a Delaware corporation (“Tenant”).



RECITALS




     A. WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated as of May 7,
2007 (as the same may have been amended, supplemented or otherwise modified from time to time, the
“Lease”), whereby Tenant leases certain premises (the “Premises”) from Landlord at
9920 Belward Campus Drive in Rockville, Maryland (the “Building”);



     B. WHEREAS, Tenant has performed certain Alterations to the Premises;



     C. WHEREAS, Landlord and Tenant desire to extend the Lease Term; and



     D. WHEREAS, Landlord and Tenant desire to modify and amend the Lease only in the respects and
on the conditions hereinafter stated.



AGREEMENT




     NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, agree as follows:



     1. Definitions. For purposes of this Amendment, capitalized terms shall have the
meanings ascribed to them in the Lease unless otherwise defined herein.



     2. Extension of Lease Term. The Lease Term is hereby extended until January 31, 2018.
The period from February 1, 2013, through January 31, 2018, is referred to herein as the
“Extension
Term.” Base Rent for the Extension Term, calculated in accordance with Section 3(b)
of this Amendment, shall increase in accordance with Section 2.C of the Lease.



     3. Allowance for Alterations.



          a. Landlord shall reimburse Tenant for up to Three Million Dollars ($3,000,000) (the
“Allowance”) for Tenant’s construction of Alterations, to the extent completed in
conformity with the Lease, Tenant’s permitted use and applicable laws. The Allowance may be
applied to the costs of (i) construction and installation of HVAC, (ii) space planning, architect,
engineering and other related services performed by third parties unaffiliated with Tenant, (iii)
building permits and other taxes, fees, charges and levies by governmental authorities for permits
or for inspections of the Alterations, and (iv) costs and expenses for labor, material, equipment
and fixtures. In no event shall the Allowance be used for (v) the cost of work that is not
authorized by plans approved in writing by Landlord, (w) payments to Tenant or any affiliates of
Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment,
(y) costs resulting from any default by Tenant of its obligations under the Lease or (z) costs that are
recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Landlord acknowledges
that it has reviewed and approved the following construction documents: interior renovation drawings prepared
by Jacobs Engineering dated August 24, 2007, consisting of fifteen (15) drawing sheets.



 









 





          b. Each monthly installment of Base Rent shall be increased to include an amount equal to the
monthly payment necessary to amortize the amount of the Allowance disbursed by Landlord in
accordance with this Amendment over the remainder of the Lease Term (as extended by this
Amendment) at a rate of eleven percent (11%). The amount by which Base Rent shall be increased
shall be determined (and Base Rent shall be increased accordingly) as of the TI Deadline, with
Tenant paying (on the next succeeding day that Base Rent is due under the Lease
(the “TI True-Up Date”)) any underpayment of the further adjusted Base Rent for the period beginning on the
Execution Date and ending on the TI True-Up Date.



          c. Tenant shall have until the date that is the earlier of (i) six (6) months after the
Execution Date and (ii) three (3) months after the issuance to Tenant of a certificate of occupancy
for the Premises as required by Section 3(e) below to expend the unused portion of the
Allowance, after which date Landlord’s obligation to fund such costs shall expire.



          d. Upon submission by Tenant to Landlord of (i) a statement (an “Advance Request”)
setting forth the total amount of the Allowance requested, (ii) a summary of the Alterations
performed using AIA standard form Application for Payment (G 702) executed by the general
contractor and by the architect and (iii) lien releases from the general contractor and each
subcontractor and material supplier with respect to the Alterations performed that correspond to
the Advance Request, then Landlord shall, within thirty (30) days following receipt by Landlord of
an Advance Request and the accompanying materials required by this Section 3(d), pay to the
applicable contractors, subcontractors and material suppliers or Tenant (for reimbursement for
payments made by Tenant prior to the Execution Date to such contractors, subcontractors or material
suppliers) the amount of costs set forth in such Advance Request; provided, however, that
any Advance Request under this Section 3(d) shall be subject to the payment limits set
forth in Section 3(a) of the Lease.



          e. Prior to Landlord paying any portion of the Allowance to Tenant, Tenant shall deliver to
Landlord (i) a certificate of occupancy for the Premises suitable for the permitted use and (ii) a
Certificate of Substantial Completion in the form of the American Institute of Architects document
G704, executed by the project architect and the general contractor.



     4. Insurance. Section 6.2 of the Lease Addendum is hereby replaced in its
entirety with the following:




Property Insurance. Landlord shall carry, and Tenant shall reimburse
Landlord for the cost thereof within thirty (30) days after receipt of an invoice
therefor, property insurance insuring against fire, vandalism, malicious mischief
and such other hazards as are from time to time included in a standard extended
coverage endorsement, insuring the Premises in an amount equal to the full
replacement value of the Premises (with an agreed amount endorsement, excluding land
value, landscaping, foundation and excavation costs, and costs of underground flues,
pipes and drains), together with rental interruption insurance in an amount equal to
twelve (12) months fixed base rental and real estate tax payments, and insuring the
betterments and improvements made to the Premises. Tenant agrees to carry, at its
sole cost and expense, insurance insuring against loss or damage to all trade
fixtures, furnishings and equipment owned by Tenant and located on or within the
Premises, in an amount equal to the full replacement value thereof.



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     5. Condition of Premises. Tenant acknowledges that (a) it is in possession of and is
fully familiar with the condition of the Premises and, notwithstanding anything contained in the
Lease or this Amendment to the contrary, agrees to take the same in its condition “as is” as of the
Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the
Premises for Tenant’s continued occupancy or to pay for any improvements to the Premises, except
for the Allowance.



     6. Broker. Tenant represents and warrants that it has not dealt with any broker or
agent in the negotiation for or the obtaining of this Amendment and agrees to indemnify, defend and
hold Landlord harmless from any and all cost or liability for compensation claimed by any such
broker or agent employed or engaged by it or claiming to have been employed or engaged by it.



     7. No Default. Each party represents, warrants and covenants that, to the best of its
knowledge, neither Landlord nor Tenant is in default of any of its respective obligations under the
Lease and no event has occurred that, with the passage of time or the giving of notice (or both)
would constitute a default by either Landlord or Tenant thereunder.



     8. Effect of Amendment. Except as modified by this Amendment, the Lease and all the
covenants, agreements, terms, provisions and conditions thereof shall remain in full force and
effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions and
conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and, except as otherwise provided in the Lease, their respective
assigns. In the event of any conflict between the terms contained in this Amendment and the Lease,
the terms herein contained shall supersede and control the obligations and liabilities of the
parties. From and after the Execution Date, the term “Lease” as used in the Lease shall mean the
Lease, as modified by this Amendment.



     9. Miscellaneous. This Amendment becomes effective only upon execution and delivery
hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment
are inserted and included solely for convenience and shall not be considered or given any effect in
construing the provisions hereof. All exhibits hereto are incorporated herein by reference.



     10. Counterparts. This Amendment may be executed in one or more counterparts that,
when taken together, shall constitute one original.



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     IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as of the date and year
first above written, and acknowledge that they possess the requisite authority to enter into this
transaction and to execute this Amendment.



	 	 	 	 	 
	LANDLORD:




BMR-9920 BELWARD CAMPUS Q LLC,
 a Rhode
Island limited liability company

 	 	 
	By:  	/s/ Gary A. Kreitzer
 	 	 
	 	Name:  	Gary A. Kreitzer 	 	 
	 	Title:  	Executive V.P. 	 	 
	 
	TENANT:



NOVAVAX, INC.,
 a
Delaware corporation

 	 	 
	By:  	/s/ L. Stigliano
 	 	 
	 	Name:  	L. Stigliano 	 	 
	 	Title:  	VP, CFO